Counter Press Sponsor LLC - Feb 8, 2022 Form 3 Insider Report for Counter Press Acquisition Corp (CPAQU)

Role
10%+ Owner
Signature
/s/ Paul Conway, as Managing Member of Counter Press Sponsor LLC
Stock symbol
CPAQU
Transactions as of
Feb 8, 2022
Transactions value $
$0
Form type
3
Date filed
3/9/2022, 04:17 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CPAQU Class B ordinary shares Feb 8, 2022 Class A ordinary shares 2.16M Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the Issuer's registration statement on Form S-1 (File No. 333-261788) (the "Issuer's Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of Counter Press Acquisition Corporation (the "Issuer") will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share (the "Class A Shares") of the Issuer, on the first day following the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment.
F2 Includes up to 281,250 shares of Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is not exercised. Such Class B Shares are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement.

Remarks:

Counter Press Sponsor LLC (the "Sponsor") owns is the record holder of the shares reported herein. Each of Paul Conway, Michael Kalt and Randy W. Frankel is the managing member of the Sponsor and have shared voting and dispositive power over the Class B Shares owned by the Sponsor. Each of Paul Conway, Michael Kalt and Randy W. Frankel disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.